APHTON CORP
10-Q/A, 1996-10-31
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

 For Quarter ended July 31, 1996                 Commission File Number 0-19122


                               APHTON CORPORATION
             (Exact name of registrant as specified in its charter)


    California                                       95-3640931
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)


                        PO BOX 1049, Woodland, CA. 95776
               (address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (916)666-5226

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 14 or 15(d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), and (2) has been
            subject to such filing requirements for the past 90 days.


                           Yes    x               No     __


       The number of shares of Common Stock outstanding as of the close of
                           business on July 31, 1996:

    Class                                                    Number of
                                                         Shares outstanding

Common Stock, no par value                                    12,913,149





Item 6.   Exhibits and Report on Form 8-K.

          a.     Exhibit Numbers

                 27-Financial Data Schedule for first quarter Form 10-Q.

          b.     There were no reports on Form 8-K filed during the quarter for
                 which this report is filed.

                                    Signature

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, 
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.


                                    Aphton Corporation



Date:  October 31, 1996     By:      /s/ Philip C. Gevas
                            ----------------------------------------------
                                         Philip C. Gevas
                                         Chairman, President and
                                         Chief Executive Officer

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ANNUAL REPORT ON FROM 10-K FOR THE YEAR ENDED APRIL 30, 1996 AND THE QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000840319
<NAME>                        APHTON CORPORATION
<MULTIPLIER>                  1000
       
<S>                             <C>         
<PERIOD-TYPE>                   3-MOS       
<FISCAL-YEAR-END>                            APR-30-1996
<PERIOD-END>                                 JUL-31-1996
<CASH>                                        6,964
<SECURITIES>                                      0
<RECEIVABLES>                                     0
<ALLOWANCES>                                      0
<INVENTORY>                                       0
<CURRENT-ASSETS>                                  0<F1>
<PP&E>                                            0
<DEPRECIATION>                                    0
<TOTAL-ASSETS>                                7,199
<CURRENT-LIABILITIES>                             0<F1>
<BONDS>                                           0
                             0
                                       0
<COMMON>                                     26,665
<OTHER-SE>                                      147
<TOTAL-LIABILITY-AND-EQUITY>                  7,199
<SALES>                                           0
<TOTAL-REVENUES>                                 75
<CGS>                                             0
<TOTAL-COSTS>                                 1,456
<OTHER-EXPENSES>                                  0
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                                0
<INCOME-PRETAX>                              (1,381)
<INCOME-TAX>                                      0
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                 (1,381)
<EPS-PRIMARY>                                  (.11)
<EPS-DILUTED>                                  (.11)
<FN>
<F1>
     REGISTRANT HAS AN UNCLASSIFIED BALANCE SHEET
</FN>
        

</TABLE>


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